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95-093 RESOLUTION NO. 95R-93 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANAHEIM AUTHORIZING CERTAIN ACTIONS BY CITY OFFICIALS RELATING TO THE PROPOSED ACQUISITION OF CERTAIN REAL PROPERTY LOCATED WITHIN THE CITY OF ANAHEIM WHICH PROPERTY IS TO BE SOLD AT PUBLIC AUCTION BY THE COUNTY OF ORANGE (REFUSE TRANSFER STATION #3) WHEREAS, the County of Orange (the "County") is the owner of a certain parcel of real property consisting of approximately 7.7 acres and located northwest of the intersection of Katella Avenue and Douglass Road in the City of Anaheim, which property is more particularly described on Exhibit "A"~attached hereto (the "Transfer Station Parcel"); and WHEREAS, the County has heretofore entered into an agreement with the City of Anaheim (the "City") licensing the use of said Transfer Station Parcel to the City for use as a vehicle parking lot; and WHEREAS, the City has heretofore sublicensed the use of said Transfer Station Parcel to Ogden Facility Management Corporation for off-street parking in conjunction with the operation and management of the Arrowhead Pond of Anaheim, which facility is owned by the City; and WHEREAS, it is in the public interest and welfare to assure that said Transfer Station Parcel continues to be operated as off-street parking for events held at the Arrowhead Pond of Anaheim; and WHEREAS, the City and County have heretofore held discussions concerning the possible sale of said Transfer Station Parcel to the City but have not been able to agree upon the sales price; and WHEREAS, the County has heretofore declared said Transfer Station Parcel as excess property of the County, has authorized the sale of said Transfer Station Parcel, and has publicly announced and advertised its intention to sell said Transfer Station Parcel, and certain other parcels, at public auction to be held on June 20, 1995; and WHEREAS, it is in the public interest and welfare for the City to participate in said public auction for the purpose of acquiring such Transfer Station Parcel. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Anaheim as follows: Section 1. That the City Manager, or such other person as he may designate as his representative, is hereby authorized: (A) to take all steps necessary to participate in said public auction of the Transfer Station Parcel on behalf of the City, including the deposit of any required auction registration payment or any other necessary payment and the execution of any documents necessary in conjunction therewith; and (B) to bid upon said Transfer Station Parcel up to an amount as predetermined by the City Council in closed session meeting of the City Council this date held with its real property negotiator pursuant to the provisions of Section 54956.8 of the Government Code of the State of California; and (C) to deposit with the appropriate auction officials a City check payable to the County of Orange in the amount of three percent (3%) of the purchase price less the amount of any registration fees (or such other amount as may be required by rules of the auction) for purchase of the Transfer Station Parcel; and (D) to execute and deliver for and on behalf of the City a purchase and sale agreement in substantially the form set forth on Exhibit "B" hereof (or such other form as required by the County of Orange which other form is reviewed and approved by the City Attorney), and all other instruments, escrow instructions, and other documents, as approved by the City Attorney, as may be necessary to consummate the purchase of said Transfer Station Parcel by the City. Section 2. That the City Treasurer is hereby authorized and directed to draw upon the City Treasury such sums as may be necessary to consummate the purchase of the Transfer Station Parcel, including payment of any registration fees, purchases deposits, and the balance of the purchase price in accordance with the rules of the auction and the terms of the sale. THE FOREGOING RESOLUTION IS APPROVED AND ADOPTED by the City Council of the City of Anaheim this 13th day of June, 1995. MAYOR OF THE CITY OF~NAHEIM ATTEST~-% CITY CLERK OF THE CITY OF ANAHEIM STATE OF CAUFORNIA ) COUNTY OF ORANGE ) ss. CITY OF ANAHEIM ) I, LEONORA N. SOHL, City Clerk of the City of Anaheim, do hereby certify that the foregoing Resolution No. 95R-93 was introduced and adopted at a regular meeting provided by law, of the Anaheim City Council held on the 13th day of June, 1995, by the following vote of the members thereof: AYES: MAYOR/COUNCIL: Tait, Lopez, Zemel, Fetdhaus, Daly NOES: MAYOR/COUNCIL: None ABSENT: MAYOR/COUNCIL: None AND I FURTHER CERTIFY that the Mayor of the City of Anaheim signed said Resolution No. 95R-93 on the 13th day of June, 1995. IN WITNESS WHEREOF, I have hereunto sat my hand and affixed the official seal of the City of Anaheim this 13th day of June, 1995. CITY OF ANAHEIM I, LEONORA N. SOHL, City Clerk of the City of Anaheim, do hereby certify that the foregoing is the original of Resolution No. 95R-93 was duly passed and adopted by the City Council of the City of Anaheim on this June 13th, 1995. CITY CLERK OF THE CITY OF ANAHEIM 1 Project Number: PM 124-3 Project Name: Refuse Transfer Station #3 3 PURCHASE AND SALE AGREEMENT 4 5 DATE: , 1995 at Santa Ana. California. 6 BUYER: 7 SELLER: County of Orange, a political subdivision of the State of Califorma. 8 9 For valuable consideration, BUYER agrees to purchase and SELLER agrees to sell the property 10 described in EXHIBIT A and shown on EXHIBIT B. both attached hereto, upon the t,~rms and conditions stated herein for the purchase price of: ~' 11 12 Dollars ($ : ). 13 BUYER herewith gives SELLER a good faith deposit, bereinafter referred to as the "Purchase Deposit". in the amount of Dollars ($ ). 14 Said Purchase Deposit is equal to three percent (3.0%) of the purchase price. 15 1. ESCROW (S) 16 BUYER selects the' escrow company indicated below as the escrow holder for this purchase. BUYER 17 shall pay all escrow fees in connection with the use of this escrow holder. 18 Escrow Company: ~, 19 Address: 20 21 22 Telephone: 23 BUYER and SELLER agree to execute escrow instructions reasonably required by the escrow holder. Signed escrow instructions shall be delivered to the escrow holder within five (5) business days after the 24 date of this agreement and shall provide for close of escrow within forty-five (45) calendar days after the date of this agreement, or sooner if it is mutually desirable to BUYER and SELLER. The term of 25 escrow shall not be extended, unless authorized in writing by SELLER. 26 Close of escrow shall be the date that the documents are recorded by the Orange County Recorder. If 27 escrow does not close within the original forty-five (45) day term, or within the term of any authorized EXHIBIT & PG_ ! . OF I ~ 1 extension, SELLER may cancel escrow. In such event. the escrow holder shall remit to SELLER all escrow payments made by BUYER, except an amount equal to the escrow and title cancellation fees. if any, which shall be retained by the escrow holder. SELLER shall disburse this remittance in accordance 3 with Clause 12 (LIQUIDATED DAMAGES). 4 i The Purchase Deposit paid by BUYER outside of escrow shall constitute a portion of the purchase price with the balance paid through escrow. 5 2. FINANCING (S) 7 All costs for financing, including new loans and/or purchase related costs, will be at the expense of BUYER. This agreement is not contingent upon BUYER obtaining funds and/or borrowing to complete 8 this purchase. 9 3. BUYER'S COSTS (S) 10 BUYER shall pay all costs in connection with the purchase of the property. Such costs may include, but 11 shall not be limited to, escrow fees, title insurance policy fees, documentary transfer tax, recording fees, and preliminary change of ownership fees. : 111 If all conditions of this agreement are met by SELLER, but BUYER does not complete the purchase, BUYER will also be responsible for payment of all cancellation fees, if any. 14 4. SELLER'S COSTS (S) 15 16 SELLER shall pay no costs in connection with BUYER's purchase of the property, except the real estate broker's commission, if any, as specified in Clause 18 (BROKER'S COMMISSION). 17 5. DELIVERY OF DOCUMENTS/FUNDS (N) 18 19 SELLER shall deliver to escrow a Quitclaim Deed, in the form attached hereto as EXHIBIT A, and such other documents as are required to transfer title to the property. Prior to the dam set for close of escrow and when so instructed by the escrow holder, BUYER shall deliver to escrow: A. The balance of the purchase price due; 113 B. The use fee due SELLER, as provided in Clause 8 (PURCHASE SUBJECT TO LICENSE 24 WITH THE CITY OF ANAHEIM); and 25 C. An amount sufficient to pay for all closing costs, as calculated by the escrow holder. All payments specified above shall be by cash, cashier's check, or wire transfer such that the escrow 117 holder can disburse cash proceeds accrued to SELLER at close of escrow. ~ DA:sa 001 asr 05/01/95 2 EXHIBIT ~O ~) OF 6. TITLE INSURANCE (S) 2 There shall be no policy of title insurance provided by SELLER in connection with BUYER's purchase 3: of the property. However. SELLER has obtained a Preliminary Title Report through First American Title Insurance Company. BUYER acknowledges that SELLER has made such Report available to 4 BUYER for review. 5 BUYER may obtain a policy of title insurance for this purchase at BUYER's sole cost and expense. $ BUYER may elect to obtain such policy by instructing the escrow holder to order same and by paying an amount equal to the title insurance policy cancellation fee, as determined by the escrow holder, at the 7 time the order is placed. This cancellation fee shall be applied to the cost of the title imurance policy, 8 provided escrow is not cancelled. 9 BUYER ACKNOWLEDGES THAT IN A PURCHASE OF REAL PROPERTY, IT MAY BE ADVISABLE TO OBTAIN TITLE INSURANCE IN CONNECTION WITH THE PURCHASE 10 SINCE THERE MAY BE PRIOR RECORDED LIENS AND ENCUMBRANCES WHICH COULD AFFECT BUYER'S INTEREST IN THE PROPERTY. A POLICY OF TITLE INSURANCE 11 SHOULD BE OBTAINED IN ORDER TO ENSURE BUYER'S INTEREST IN THE PROPERTY 12 BEING ACQUIRED. : 13 BUYER's initials / 14 7. VESTING OF TITLE (S) 15 Title to the property to be conveyed pursuant to this agreement shall be vested as set forth by BUYER 16 below. (Please print clearly.) 17 18 19 BUYER IS AWARE THAT THE MANNER OF TAKING TITLE MAY HAVE SIGNIFICANT 20 LEGAL AND TAX CONSEQUENCES AND HAS GIVEN THIS MATTER SERIOUS CONSIDERATION. 2'2 8. PURCHASE SUBJECT TO LICENSE WITH THE CITY OF ANAHEIM (N) 23 BUYER acknowledges and agrees that purchase of the Property shall be subject to the Amended and Restated License between SELLER and the City of Anaheim dated February 9, 1993, and all revisions 24 and amendments thereto, hereinafter referred to as "License," and that SELLER has made such License available to BUYER for review. BUYER shall be entitled to collect and retain all use fees paid as provided in said License that are earned after the close of escrow; since the use fee provided in the License are paid quarterly in arrears, BUYER shall credit SELLER for use fees earned by SELLER not paid to SELLER prior to the close of escrow as provided in Clause 9 (PRORATIONS). 9.7 DA:sa 001 agr 05101195 3 EXHIBIT '~ PG '~ OF I ~ 1 9. PRORATIONS (N) Property taxes shall be prorated to close of escrow. Use fees earned by Seller, as provided in the License shall also be prorated to the close of escrow and paid by BUYER prior to the close of escrow as provided in Clause 5 (DELIVERY OF DOCUMENTS AND FUNDS). As said use fees are based on a 4 percentage of gross receipts and are paid quarterly in arrears, it will be difficult to determine the actual amount of use fees earned by SELLER at the close of escrow. Therefore, the amount of $5.000 per month shall be considered to be the use fees for the purpose of proration, herein. There shall be no other prorations made in connection with this purchase and sale. All prorations shall 7 be made on the basis of a thirty (30) day month. 8 10. POSSESSION (N) 9 Possession of the property shall be delivered to BUYER at close of escrow, subject to said License. 10 11. TAXES (S) ~ 11 THE PROPERTY WILL BE REASSESSED UPON CHANGE OF OWNERSHIP. THIS WILL AFFECT THE AMOUNT OF PROPERTY TAXES. After close of escrow, a Supplemental Tax Bill 13 will be issued which shall be the responsibility of BUYER to pay. 14 12. PROPERTY PURCHASED IN "AS-IS" CONDITION (N) 15 BUYER acknowledges that SELLER has made a Hazardous Materials, Phase I Report of the property 16 available to BUYER for review. BUYER agrees that SELLER shall have no responsibility, financial or otherwise, for maintenance, abatement, or remediation of hazardous materials, if any. 17 BUYER acknowledges that SELLER had made no representations, warranties, or agreements as to any 18 matters concerning the property, including, but not limited to, the marketability of title, the land. ~, 19 topography, climate, air, water, water rights, utilities, present or future zoning, soil, sub-soil. hazardous substances, waste, or materials, the purposes for which the property is suited, drainage, access to public roads, proposed routes or extensions of roads, or the availability of governmental permits or approvals of any kind. BUYER represents and warrants to SELLER that BUYER and BUYER's representatives and employees have made their own independent inspection and investigation of the property and BUYER agrees to purchase the property in its "as-is" condition. 23 BUYER's initials / 24 13. LIQUIDATED DAMAGES (S) 25 IF BUYER FAILS TO COlVIPLETE THE PURCHASE OF TI~ PROPERTY AS HEREEN 26 PROVIDED, BY REASON OF ANY DEFAULT OF BUYER, SELLER SHALL BE RELEASED FROM SELLER'S OBLIGATION TO SELL TH~ PROPERTY TO BUYER. BY IINITIALING 27 DA:sa 001 agr 05/01/95 4 EXHIBIT OF f BELOW, BUYER AND SELLER AGREE THAT, LN SUCH EVENT, SELLER SHALL RETAEN 2 AS LIQUIDATED DAMAGES THE PURCHASE DEPOSIT PAID BY BUYER, AND PROMPTLY RETURN ANY EXCESS TO BUYER. 3 BUYER's initials / SELLER's initials / 4 14. PERMITS AND LICENSES (S) 5 6 BUYER shall be required to obtain any and all permits and/or licenses which may be required in connection with the purchase and/or subsequent development of the property. No permit, approval, or consent given to BUYER by SELLER, in its governmental capacity, shall affect or limit BUYER's 8 obligations hereunder. No approvals or consents given by SELLER, as a party to this agreement, shall be deemed approval as to compliance or conformance with applicable governmental codes, laws, or 9 regulations. 10 15. ASSIGNMENT (S) 11 This agreement shall not be sold, assigned, or otherwise transferred by BUYER without the prior written consent of SELLER. Failure to obtain SELLER's required written consent shall render such'sale, assignment, or transfer void. 13 16. SUCCESSORS IN INTEREST (S) 14 Subject to the restrictions contained in Clause 14 (ASSIGNMENT), this agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors, and assigns. 16 17. PARTIAL INVALIDITY (S) 17 This agreement shall be governed by and construed according to the laws of the State of Califorma. The 18 invalidity of any provision in this agreement, as determined by a court of competent jurisdiction. shall in ~ 19 no way affect the validity of any other provision hereof. 20 18. BROKER'S COMMISSION (S) 21 [] BUYER is represented by the licensed California real estate broker listed below and requests that 22 SELLER pay broker a commission from the sale proceeds in the amount referenced below. BUYER acknowledges that no commission shall be paid unless the name of the broker is contained 23 in this agreement and the ag~ement is also signed by the broker. Name of Broker: 25 26 Address: 27 Telephone: Social Security or Tax ID #: DAsa 001 .agr 05/01/95 5 EXHIBIT It is understood by and between BUYER and SELLER that: 2 A. The total amount of commission shall be two percent (2%) of the purchase price; B. The full amount of the commission shall be considered earned at close of escrow: 4 C. No commission will be paid un/ess the purchase is completed. 5 6 BUYER's initials / 7 [] BUYER is not represented by a real estate broker and does not request that SELLER pay a commission. 8 9 BUYER's initials / 10 19. NOTICES (S) 11 All notices, documents, correspondence, and communications concerning this purchase and sale shall be addressed as set forth below, or as hereafter designated by written notice, and shall be sero through the 12 United States mail, duly registered or certified with postage prepaid. Any such mailing shall be deemed 13 served or delivered twenty-four (24) hours after mailing. Notwithstanding the above, SELLER may also provide notices, documents, correspondence, or such other communications to BUYER by personal 14 delivery or by regular mail and, so given, shall be deemed to have been given upon receipt. 15 1t5 BUYER SELLER 17 Name: County of Orange c/o GSA/Real Estate 18 Address: 14 Civic Center Plaza, 3rd Floor 19 Santa Ana, CA 92701 20 Telephone: (714) 834-5369 Telephone: Refer to: Parcel No. PM 124-3 21 20. TIME (S) 22 Time is of the essence in the performance of BUYER's and SELLER's respective obligations contained in this agreement. Failure to comply with any time requirement contained herein 24 shall constitute a material breach of this agreement. 21. AMENDMENTS (S) 26 This agreement contains the sole and only agreement between BUYER and SELLER relating 27 to the purchase and sale of the property described herein. All negotiations and agreements ~ DA:sa 00l agr 05/01/9~ 6 EXHIBIT ~ 1 between BUYER and SELLER are merged into this agreement. Any oral representations or modifications are of no force or effect unless contained in a subsequent instrument made in writing by both BUYER and SELLER. 22. ATTACHMENTS (S) This agreement includes the following. which are attached and made a part hereof: 5' I. EXHIBIT A - Quitclaim Deed 7 II. EXHIBIT B - Location Map // 8 // O // 10 ~" 11 12 13 14 15 18 17 18 19 20 21 22 24 28 27 28 DA:sa 001 agr 05/0t/9~J 7 EXHIBIT I SIGNATURE OF BROKER SIGNATURE(S) OF BUYER(S) 2 3 4 5 6 7 8 9 10 '~' 11 APPROVED AS TO FORM: 12 County Counsel By: 14 , / ~ ~..~ 16 I~COMM£ND£D FOR APPROVAL: General Services Agency/Real £s~am 17 18 By: $ELL£R: 21 2'2 COUNTY OF ORANGE 2a 25 By: Director of Real Estate General Services Agency Per Resolution No. 27 28 DA:sa 001 agr 05101/95 8 EXHIBIT 5~) PG_ 5~" __ OF_ ('D--- ~ecorded at red. uest of. and WHEN RECORDED MAIL TO: ATTN: SPACE ABOVE THIS LINE FOR RECORDER'S USE MAIL TAX STATEMENTS TO: DOCUMENTARY TRANSFER TAX $ Computed on the consideration or value of property conveyed: OR Computed on the consideration or vaJue less liens or encumbrances remaining at time of sale. By: " GSA/REAL ESTATE A. P. NO: UNINCORPORATED AREA INCORPORATED CITY OF ANAHEIM Project/Parcel No: PM 124-3 Project: Refuse Transfer Station .¢3 QUITCLAIM DEED FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, COUNTY OF ORANGE, a body corporate and politic does hereby REMISE, RELEASE AND FOREVER QUITCLAIM to all RIGHT, TITLE, end INTEREST in and to the real property in the City of Anaheim, County of Orange, State of California, described as: [See Page 2 for Legal Description] EXHIBIT A ~ C~W~DOCUME.~T~.S~CC '/~S-~-~ MAIL TAX STATEMENTS AS DIRECTED ABOVE EXHIBIT ~ PARCEL PM 124-3 That portion of Lot 4 of the Travis Tract as shown on a map recorded in Book 5, Page 120, Miscellaneous Records of Los Angeles County, California, described as follows: Beginning at a point in the center line of Douglas Road. 40 00 feet .wide, distant along said center line N. 06 33; 45" E., 85.00 feet from the intersection of said center line with the center line of Ratella Avenue, formerly Struck Avenue, as described in deed to Orange County recorded in Book 611, Page ll of Official Records in the office of the County Recorder of said Orange County, and said Douglas Road as de- scribed in deed in Book 682, Page 109 of Deeds, Records of safd Orange County; thence, N. 89' 26' 15" W., 40.00 feet; thence, S. 51° 07' 19" W., 38.32 feet to a line parallel with and distant Northerly 60.00 feet, measured at right angles, from said center line of Ratella Avenue; thence along said para}lel, lin~, N. 88° 53' 52" W., 445.00 feet; thence, N. 35 18 47 W., 75.80 fee~; thence, N, 01° 29' 28" E., 479.87 feet~ thence, N. 14 15' 43" E., ~t01.79 feet; thence, S. 88 53' 52" E., parallel with said center line of Katella Avenue, 527.13 feet to said center line of Douglas Road; thence, So 0° 33' 45" W., along said center line of Douglas Road, 615.00 feet to the point of beginning. Dated COUNTY OF ORANGE SIGNED AND CERTIFIED THAT A COPY OF THIS DOCUMENT HAS BEEN DELIVERED TO THE CHAIRMAN OF THE BOARD By Chairman of the Orange County Board of Supervisors Kathleen E. Goodno Acting Clerk of the Board of Supervisors of Orange County, California STATE Of CALIFORNIA ) ) COUNTY OF ORANGE ) ACKNOWLEDGEMENT On , 1994, before me, , a Notary J=ublic in and for said County and State, personally appeared Kathleen E, Goodno, Acting Clerk of the BOard of Supervisors, County of Orange, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that she executed the same in her authorized capacity, and that by her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. W~TNESS my hand and official seal. Signature APPROVALS Approved as to Form County Counsel By Date DOUGLAS AVENUE ........... PARCEL PM 12~3 [ Location ~ap ~ EXHiBiT